The Terms and Conditions described herein, hereafter “Terms and Conditions,” apply to iTalk Cloud Solutions, Inc.™ Hosted VoIP Phone Service from iTalk Cloud Solutions Inc., including all optional features and related services, hereafter referred to as “the Service,” as provided to a customer of iTalk Cloud Solutions Inc. hereafter referred to as “the Customer.”

Section 1: Initial and Ongoing Payments
The Customer’s initial payment for the Service will include activation fees for selected devices, equipment cost, first and last month’s line charges and monthly access fees, the cost of the phones and other phone and data equipment chosen, and the first month’s rental for any options selected not already included in the Service. On subsequent months, the Customer will be charged the ongoing monthly line charges and monthly access fees, the cost of any flex lines used during the previous month, the monthly rental for any options selected not already included in the Service, additional minutes usage bound the allotted monthly minute usage plan and for any international calls not included in the calling plan (package of minutes included in the plan). Please be advised that the package of minutes included in the plan only covers local and long distance calls within the 48 contiguous United States of America and calls out of the covered area are subject to additional minute usage charge according to iTalk IP Networks calling rates. To obtain a copy of the calling rates please visit www.iTalkCloudSolutions.com or contact your sales representative.

Section 2: Additional Charges; Price Changes
Calls from payphones to any of the Customer’s toll-free numbers carry a 54¢ surcharge per call, mandated by the FCC, which is passed on to the Customer at cost. Some features, such as Call Record, require greater data storage. Storage for 2GB of audio and fax media, and bandwidth transfer of up to 20GB per month, is included with the Service. Excess storage and/or bandwidth usage will result in an additional charge of $19.95 per month for each additional 2GB / 20GB block used. Taxes, duties and similar charges for both phones and the Service will be added where applicable and are payable by the Customer. All prices are subject to change based upon actual usage and profitability. Any price changes will be posted on iTalk Cloud Solutions website without prior notice.

Section 3: Payment Terms
Upon service delivery date, iTalk Cloud Solutions issues two invoices for initial setup fees and the monthly Service fees. The fist monthly Service bill includes the prorated partial month Service charges from the service turn-up date up to the end of the current month PLUS full Service charge for the last month of the contract term exclusive of any overage charges which will be billed later. The two initial invoices are due immediately upon Service turn-up. iTalk Cloud Solutions issues invoices for the monthly Service on the first day of each month. If the Customer chooses to pay for the Service by credit card, all charges will be automatically deducted. Monthly rental/service fees are payable in advance of each month’s Service; additional call charges and any other applicable charges are billed subsequent to the end of each month’s Service. It is the Customer’s responsibility to maintain sufficient balance on the provided credit card account to allow for settlement of charges.
If the Customer chooses to pay for the Service by check, the Customer is responsible for immediate payment of invoices. Payments must be received within 10 days from the invoice date or the Account is deemed delinquent. iiTalk Cloud Solutions reserves the right to interrupt all Services for delinquent accounts. Returned checks will result in a $35 fee applied to the Customer’s account balance.

Interruption of the Service may be experienced in the event that the account balance is not maintained in the manner described above. A late fee of 8.5% per month may be applied to any unpaid account balance along with a processing fee of $45 per month and a reinstating fee of $85 per incident. You understand and agree that You are responsible for monitoring and maintaining your accounts within all plan-specified usage limits. In the event your usage exceeds these limits for your account, iTalk Cloud Solutions will charge for such excess usage via your credit card at the then published price on iTalk Cloud Solutions rate deck. iTalk Cloud Solutions may also increase the limits for your account and charge you accordingly for future periods of service. Usage and associated charges for excess usage shall be determined based solely by iTalk Cloud Solutions statistical information. Unused monthly allotments shall not accrue or carry over from one month to any other month.

Section 4: Local Area Telephone Numbers
Local area telephone numbers are assigned according to the proximity of the address the Customer provides to iTalk Cloud Solutions However, it is the Customer’s responsibility to confirm whether the number(s) are in the local calling area of the callers the Customer intends to reach with the Service (if desired). iTalk Cloud Solutions does not assume responsibility for any of the Customer’s advertising cost losses due to a number not being within the local area of callers to the Service.

Section 5: 911 Calls from Softphones
As a provider of phone service accessible via softphone software, iTalk Cloud Solutions has a responsibility to inform its customers that by not providing iTalk Cloud Solutions the Customer’s current address, all 911 calls made through iTalk Cloud Solutions service from a softphone will not be transferred to an emergency center near the Customer. Instead, all 911 calls made through softphones or mobile devices will be transferred to an emergency center near the Customer’s last registered address. For this reason, it is important for the Customer to provide iTalk Cloud Solutions with the Customer’s current address every time the softphone is used from a fixed location.

Section 6: Lawful and Appropriate Use
It is specifically understood and agreed that the Customer shall be using the Service solely for lawful and appropriate purposes and the Customer hereby agrees to indemnify and hold iTalk Cloud Solutions harmless from any and all claims, damages, losses or liabilities of any nature whatsoever arising out of or concerning the Customer’s unlawful use of the Service provided herein. In the event that iTalk Cloud Solutions is brought into or required to respond to any action arising from or concerning Customer’s unlawful use of the Service provided herein, the Customer agrees to indemnify and hold iTalk Cloud Solutions , Inc. harmless from all arbitration, court and attorney’s costs and fees.

It is also specifically understood and agreed that iTalk IP Networks hereby agrees to indemnify and hold the Customer harmless from any and all claims, damages, losses or liabilities of any nature whatsoever arising out of or concerning iTalk IP Network’s own negligence, unlawful or willful misconduct in the provision of Services provided herein. In the event that the Customer is brought into or required to respond to any action arising from or concerning iTalk IP Network’s own negligence, unlawful or willful misconduct in the provision of the Service provided herein, iTalk IP Network agrees to indemnify and hold the Customer harmless from all arbitration, court and attorney’s costs and fees.

iTalk IP Networks reserves the right to immediately discontinue, disconnect, limit, or revoke the Service with reasonable notice to the Customer should the Customer, at the sole discretion and determination of iTalk IP Networks, cause any type of activity or load which is incompatible with iTalk IP Networks’ network, causes quality of service issues, or otherwise impairs the ability of iTalk IP Networks to maintain or provide service to other customers. In the case that the Service is suspected of being misused by the Customer for fraudulent activity, iTalk IP Networks reserves the right at its sole discretion to immediately terminate the Service. iTalk IP Networks shall not be liable for any direct or indirect damages resulting from a decision to discontinue, disconnect, limit, or revoke the Service with notice to the Customer .

iTalk Cloud Solutions unlimited SIP trunk plan is designed for normal business use with a monthly soft cap. Each Two-Way unlimited SIP trunk is subject to a monthly cap limiting the amount of inbound and local outbound minutes to three-thousand (3,000) per trunk. Any inbound or local outbound minutes exceeding 3,000 will be billed at $0.018 per minute. This cap is a soft cap, meaning that its enforcement will not be automatic but will be at the discretion of iTalk Cloud Solutions , Inc. should the customer’s usage exceed this usage cap in any given month.

Section 7: Limited Warranty; Exclusions
For equipment purchased directly from iTalk Cloud Solutions , Inc. by the Customer, iTalk Cloud Solutions , Inc. will pass on to the Customer any applicable manufacturers warranty with respect to such equipment. For warranty repairs contact iTalk Cloud Solutions , Inc. for an RMA. iTalk Cloud Solutions , Inc. will ship a replacement phone based on the availability of the particular phone. The Customer is responsible for returning the defective device within 10 business days of receipt of RMA number; otherwise the $99 cost of the advance replacement phone will be invoiced to the Customer.

EXCEPT AS PROVIDED ABOVE, iTalk Cloud Solutions , Inc. MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OF THE SERVICE OR EQUIPMENT FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, iTalk Cloud Solutions , Inc. DOES NOT WARRANT THAT THE SERVICE OR EQUIPMENT WILL BE WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR, OMISSION, DEGRADATION OF VOICE QUALITY, OR LOSS OF CONTENT, DATA, OR INFORMATION. ANY CLAIM AGAINST iTalk Cloud Solutions , Inc. MUST BE MADE WITHIN ONE YEAR OF THE EVENT GIVING RISE TO THE CLAIM OR 90 DAYS FROM THE TERMINATION OF SERVICE, WHICHEVER IS EARLIER, AND iTalk Cloud Solutions , Inc. SHALL HAVE NO LIABILITY THEREAFTER.

Section 8: Limitation of Liability
The Service, although reliable, is not guaranteed. TiTalk Cloud Solutions , Inc. PROVIDES SERVICES AS IS AND WITH ALL RISKS. YOU EXPRESSLY AGREE THAT USE OF THE iTalk Cloud Solutions , Inc. SERVICES IS AT YOUR SOLE RISK. iTalk Cloud Solutions , Inc. , its agents, affiliates, vendors and the like do not represent or warrant that the Services will be uninterrupted or error free; neither do they make any warranty as to the results that may be obtained from the use of the Services or as to the accuracy, reliability, or content of any information service or merchandise contained in or provided through the Services. iTalk Cloud Solutions , Inc. expressly disclaims the warranties of merchantability and fitness for a particular purpose and all warranties not expressly contained in this Agreement. You and iTalk Cloud Solutions , Inc. agree that the terms of this Agreement shall not be altered due to custom or usage or due to the parties’ course of dealing or course of performance under this Agreement, unless both parties agree to amend this Agreement in accordance with Section 20: Amendments. iTalk Cloud Solutions , Inc. reserves the right to interrupt the Service for maintenance and systems upgrades at its discretion, and agrees to provide reasonable prior notice to the Customer. You agree that iTalk Cloud Solutions , Inc. total liability and your sole remedy for any non-accessibility to the Services or other downtime is limited to refunding hosting fees for one month and in no event shall the iTalk Cloud Solutions , Inc. liability exceed the total aggregate amount of monthly hosting fees for one month paid by You toiTalk Cloud Solutions , Inc. under this Agreement, including all fees, attorney fees, and costs.

iTalk IP Networks shall not be liable for any delay in the Service or performance directly or indirectly caused by or resulting from acts of God, fire, flood, accident, riot, war, government intervention, embargoes, strikes, labor difficulties, power failure, equipment failure, interruption of broadband or high-speed internet access, late delivery by suppliers, or other causes beyond the reasonable control of iTalk IP Networks.

IN NO EVENT SHALL iTalk IP Networks BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF REVENUE OR LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SERVICE OR EQUIPMENT PROVIDED HEREUNDER, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, EVEN IF iTalk IP Networks IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

Section 9: Proprietary Rights; Restrictions

It is specifically understood and agreed that the Service and all programs and formats associated with the Service provided under these Terms and Conditions are iTalk Cloud Solutions , Inc. proprietary materials and information. It is also specifically understood and agreed that the Customer shall not, and shall not permit or encourage others to, without the prior written approval of iTalk Cloud Solutions , Inc. , copy, duplicate, communicate, disclose, modify, adapt, decompile, reverse engineer, disassemble, prepare derivative works of, or attempt to derive source code from the Service or any programs or formats associated with the Service covered by these Terms and Conditions.

Section 10: Changes to Service and Terms and Conditions

iTalk Cloud Solutions , Inc. reserves the right to make changes to these Terms and Conditions or the Service as a result of changes in applicable regulations or for other reasons in iTalk Cloud Solutions , Inc. reasonable discretion . In the event of such changes, iTalk Cloud Solutions , Inc. will post the changes on the company website or other web portal for using the Service, and notify the Customer directly in writing. Only the Customer’s express written consent will constitute the Customer’s consent to such changes. In addition, both parties agree that in the event of any material changes to these Terms and Conditions or the Service provided by iTalk Cloud Solutions , Inc. which impact the Customer, the Customer reserves the right to terminate this Agreement without penalty or extra fees.

Section 11: Customer’s Trademarks, Logos , Etc.

It is specifically agreed that iTalk Cloud Solutions , Inc. may not identify the Customer as a customer of iTalk Cloud Solutions , Inc. and not include the Customer’s name and any applicable logo in iTalk Cloud Solutions , Inc. marketing materials that identify iTalk Cloud Solutions , Inc. customers without the prior and express written approval of the Customer. Further, it is specifically agreed that all websites, corporate names, service marks, trademarks, trade names, logos and domain names (collectively, “Marks”) of the Customer are and shall remain the exclusive property of the Customer and nothing in this Service Agreement and in these Terms and Conditions shall grant iTalk Cloud Solutions , Inc. or any other third party providing service under these Terms and Conditions the right to use or license to use such Marks.

Section 12: 7-Day Money-Back Guarantee

The Service is subject to a 7-Day Money-Back Guarantee from the date the first phone is activated on the account. If during that time the Customer is not fully satisfied with the Service, the Customer may cancel the Service and return the devices purchased directly from iTalk Cloud Solutions , Inc. , and iTalk Cloud Solutions , Inc. will refund all payments for the Service and the cost of such devices, less call charges or any equipment cost. After such 7 day period, purchased devices may not be returned for a refund.

Section 13: Governing Law and Venue

These Terms and Conditions shall be governed by the laws of the State of Maryland and any disputes or controversy arising hereunder shall be arbitrated or adjudicated in Charles County, State of Maryland. The Customer hereby consents to personal jurisdiction for all claims of any nature concerning the Customer and iTalk Cloud Solutions , Inc. in Charles County, Maryland and specifically consents to service of process being effectuated by certified mail at the Customer’s address. In the event that any action is brought to enforce or construe any of these Terms and Conditions, or for the breach of these Terms and Conditions, or concerning the indemnification clause contained herein, the prevailing party shall be entitled to recover, in addition to all other damages, reasonable attorney’s costs and fees.

Section 14: Term of service

The Agreement Term is either the Initial Term or Renewal Term as defined herein. The Initial Term is defined as the time period from the date of your initial payment and execution of this Agreement, whichever occurs later, through the remainder of the contract term, as stated in the Service Price Breakdown section, in which this Agreement was executed. The Renewal Term is defined as one extra term beginning at the end of any prior Agreement Term.

Section 15: Renewal

This Agreement shall continue at the end of the current 3-year term on a month-to-month basis until a new term agreement has been reached by both parties or unless terminatedby either party with 30 days advance notice prior to the termination date of this Agreement either by Customer or by iTalk Cloud Solutions , Inc.

Section 16: Termination without Cause

You may terminate this Agreement without cause at any time, for any reason, by writing a letter to iTalk Cloud Solutions , Inc. during the grace period. In the event of any material breach of any part of the Entire Agreement by iTalk Cloud Solutions , Inc., the Customer shall have the right to immediately terminate this Agreement without any penalty, liability or fees to the Customer. Any non-material breaches of contract by iTalk Cloud Solutions , Inc. must be cured within 5 business days of being notified by the Customer, or the Customer may terminate this Agreement.
In addition, iTalk Cloud Solutions , Inc. agrees that any failures, delays, interruptions, errors, omissions, or degradations of voice quality (collectively, “problems”) related only to iTalk Cloud Solutions , Inc. service or equipment provided to Customer, shall be cured within 48 hours. Any such problems which are not cured within 96 hours may constitute a material breach of this Entire Agreement.

Section 17: Taxes

iTalk Cloud Solutions , Inc. shall not be liable for any taxes or other governmental fees and assessments to be paid which are related to purchases made from iTalk Cloud Solutions , Inc. You agree that You shall be solely responsible for all taxes, fees, and assessments of any nature associated with products or services sold through the use of or with the aid of services provided to you by iTalk Cloud Solutions , Inc.

Section 18: Entire Agreement

These “Terms and Conditions”, the “iTalk Cloud Solutions , Inc. SIP Trunk Service Level Agreement”, and the “iTalk Cloud Solutions , Inc. Hosted VoIP Service Agreement” document which contains the Service Price Breakdown and related details concerning settings, professional services, equipment and other items, and the “Voice over Internet Protocol (VoIP) and 911” document constitute the components of the entire understanding and the Entire Agreement of the parties with respect to its subject matter and supersede all prior understandings or agreements regarding such subject matter. Throughout the provisions contained in the Entire Agreement, references may be made to these components together, individually or as the Entire Agreement. Reference to the “Agreement” means the relevant component of this Entire Agreement.

Section 19: Amendments

iTalk Cloud Solutions , Inc. and Customer may agree to amend any part of the Entire Agreement. Such an amendment must be in writing, and signed by both parties. At such time, all of the other existing provisions, terms and conditions shall remain in effect and be incorporated by reference. In order to change to amount of service and equipment provided, both parties agree to execute a new or revised “iTalk Cloud Solutions , Inc. Hosted VoIP Service Agreement” document which contains the Service Price Breakdown and related details concerning settings, professional services, equipment and other items.